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Divestment of 50% Interest in OUE Bayfront, OUE Tower and OUE Link to Fund Managed by Allianz Real Estate 18 January 2021

OUE C-REIT Project Waterfront Presentation › 1.0.0 › corporate...This presentation is for information purposes only and does not constitute an invitation, offer or solicitation

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  • Divestment of 50% Interest in OUE Bayfront, OUE Tower and OUE Link to

    Fund Managed by Allianz Real Estate18 January 2021

  • This presentation should be read in conjunction with the announcement released by OUE Commercial REIT (“OUE C-REIT”) on 18 January 2021 (in relation to the

    Sale and Contribution of OUE Bayfront, OUE Tower and OUE Link and Entry into Joint Venture).

    This presentation is for information purposes only and does not constitute an invitation, offer or solicitation of any offer to acquire, purchase or subscribe for units in

    OUE C-REIT (“Units”). The value of Units and the income derived from them, if any, may fall or rise. The Units are not obligations of, deposits in, or guaranteed by,

    OUE Commercial REIT Management Pte. Ltd. (the “Manager”), DBS Trustee Limited (as trustee of OUE C-REIT) (the “Trustee”) or any of its affiliates. An investment

    in the Units is subject to investment risks, including the possible loss of the principal amount invested. The past performance of OUE C-REIT is not necessarily

    indicative of the future performance of OUE C-REIT.

    This presentation may contain forward-looking statements that involve risks and uncertainties. Actual future performance, outcomes and results may differ materially

    from those expressed in forward-looking statements as a result of a number of risks, uncertainties and assumptions. These forward-looking statements speak only as

    at the date of this presentation. Past performance is not necessarily indicative of future performance. No assurance can be given that future events will occur, that

    projections will be achieved, or that assumptions are correct. Representative examples of these factors include (without limitation) general industry and economic

    conditions, interest rate trends, cost of capital and capital availability, competition from similar developments, shifts in expected levels of property rental income,

    changes in operating expenses (including employee wages, benefits and training costs), property expenses and governmental and public policy changes. You are

    cautioned not to place undue reliance on these forward-looking statements, which are based on the Manager’s current view of future events.

    Investors should note that they will have no right to request the Manager to redeem their Units while the Units are listed on the Singapore Exchange Securities

    Trading Limited (the “SGX-ST”). It is intended that Unitholders may only deal in their Units through trading on the SGX-ST. Listing of the Units on the SGX-ST does

    not guarantee a liquid market for the Units.

    The information and opinions contained in this presentation are subject to change without notice.

    2

    Important Notice

  • 3

    Transaction Overview

    Divestment of 50% interest in OUE Bayfront, OUE Tower and OUE Link (“OUE

    Bayfront Property”) to a fund managed by Allianz Real Estate Asia Pacific Pte.

    Ltd. via a sale and contribution agreement

    Allianz Real Estate is the world’s largest investor in real estate, with assets under

    management amounting to €71 billion as at 30 September 2020

    Agreed value of S$1,267.5 million or S$3,170 per sq ft(1), representing 26.1%

    premium over purchase consideration in 2014

    Based on the net property income of S$45.8 million(2) and agreed value of

    S$1,267.5 million, the net property income yield is 3.6%

    Post divestment, OUE C-REIT’s portfolio rental revenue continues to be

    underpinned by contribution from resilient office segment

    (1) Based on net lettable area of 399,846 sq ft

    (2) Annualised based on the nine months ended 30 September 2020

  • OUE C-REIT

    OUE Bayfront

    Property

    50% 50%

    BPH Propco LLP

    (BPH LLP)

    New Ownership Structure after Divestment

    ACRE Angsana Pte. Ltd

    (Allianz SPV)

    4

    Divestment via Sale and Contribution into LLP

    Existing Ownership Structure

    OUE C-REIT

    OUE Bayfront

    Property

    100%

    OUE Commercial REIT Management Pte. Ltd. (the “Manager”) and OUE Property Management Pte. Ltd.

    will be appointed as asset manager and property manager to BPH LLP respectively; fee structure is

    consistent with OUE C-REIT’s existing fee structure

    100%

  • 5

    Rationale & Benefits of the Divestment

    1

    2

    3

    Active portfolio management to enhance value for Unitholders

    Realise value of capital appreciation while maintaining 50% stake in premium Grade A office

    building and exposure to Singapore office market

    Opportunity to optimise capital structure and increase financial flexibility

  • 6

    Active portfolio management to enhance value

    for Unitholders

    Maximise occupancy and optimise

    rental growth to drive operational

    performance

    Asset enhancement and

    refurbishment to support and

    enhance organic growth

    Unlock value of property at

    optimal stage of life cycle

    Enhanced financial flexibility to

    create value for Unitholders

    • Divestment proceeds to

    optimise capital structure

    1

    • Consistently achieved above-

    market occupancy

    • Significant growth in average office

    passing rents since listing

    • Divestment of 50% interest in

    OUE Bayfront Property

    • Created 1,433 sq ft of

    additional net lettable area

    at rooftop restaurant of OUE

    Bayfront

  • 7

    Active portfolio management to enhance value

    for Unitholders1

    10.40 10.58

    11.75 11.85 11.43 11.60 11.6511.76 11.85 11.98 12.03

    12.09 12.26

    2013 2014 2015 2016 2017 2018 1Q19 2Q19 3Q19 4Q19 1Q20 2Q20 3Q20

    Above-market Committed Office Occupancy

    OUE Bayfront Property has been held since OUE C-REIT’s listing in 2014, with the Manager successfully

    maintaining a consistently high occupancy level at the property while optimising rental growth. The property

    has also demonstrated a resilient performance amidst a challenging operating landscape

    Committed office occupancy consistently high and above-market

    Average office passing rent has risen by 18% since listing

    Source: CBRE for historical Singapore Core CBD office occupancy

    (1) At OUE C-REIT’s listing

    Optimised average office passing rents

    (S$ psf per month)

    90%

    95%

    100%

    2013 2014 2015 2016 2017 2018 1Q19 2Q19 3Q19 4Q19 1Q20 2Q20 3Q20

    OUE Bayfront Singapore Core CBD Office

    100.0%

    96.8%

    (1)(1)

  • 8

    Realise value of capital appreciation while

    maintaining exposure to Singapore office market

    Agreed value of S$1,267.5 million is attractive, representing 26.1% above

    purchase consideration at OUE C-REIT’s listing

    OUE Bayfront comprising OUE Tower and OUE Link

    2

    Agreed Value S$1,267.5 million (~S$3,170 psf)

    Purchase Consideration S$1,005.0 million (~S$2,498 psf)

  • Office57.8%

    Retail & Hospitality

    42.2%Singapore

    90.4%

    China9.6%

    9

    Realise value of capital appreciation while

    maintaining exposure to Singapore office market

    By Asset

    Value(1)

    2

    By Segment

    Contribution(2)

    Total assets in Singapore remains high at

    90.4% of total portfolio value(1) Revenue contribution remains underpinned by

    office segment at approximately 57.8%(2)

    (1) Based on independent valuations as at 31 December 2019 and 50% of valuation for OUE Bayfront, assuming SGD:CNY exchange rate of 1:4.960 as at 30 September 2020

    (2) Based on portfolio revenue for the nine months ended 30 September 2020 and assuming that the divestment was completed on 1 January 2020

  • 10

    2. Optimise capital structure and increase

    financial flexibility

    Net divestment proceeds of S$262.6 million(1)

    Assuming net proceeds are used to repay loans, aggregate

    leverage expected to reduce from 40.3% as at 30 September

    2020 to 33.6% on pro forma basis

    With increased financial flexibility, funds can potentially be

    redeployed to:

    [33.7]%

    3

    Redeem CPPUs, of which S$375.0 million remains

    outstanding

    Commence DPU accretive Unit buy-back programme to

    enhance long-term returns to Unitholders

    Accretive acquisitions of higher yielding assets or asset

    enhancement initiatives

    Distribution of capital gains

    (1) Based on OUE C-REIT’s 50% interest and net of divestment fee and other divestment related expenses

    33.7%

    As at 30 September 2020 Pro forma Post Divestment

    Aggregate Leverage

    33.6%

    40.3%

    Pare down debt

  • 11

    Pro forma Financial Effects

    Pro forma Financial Effects(1) Before Divestment After Divestment

    Adjusted Net Asset Value (“NAV”) per Unit S$0.60 S$0.61(2)

    Distribution per Unit (Singapore cents) 3.31 3.13(3)

    (1) For illustrative purposes only. Based on the audited financial statements of OUE C-REIT for the financial year ended 31 December 2019

    (2) The Adjusted NAV per Unit is computed on the basis that OUE C-REIT will indirectly retain 50% interest in the OUE Bayfront Property through OUE C-REIT’s 50% interest in BPH LLP.

    (3) Assuming the entire proceeds from the divestment is used to pay the divestment fee and all divestment-related costs, as well as repay loans, and that BPH LLP incurred bank borrowings of S$633.8 million

  • Appendix:

    Property Details

  • 13

    Property Details

    (1) Based on annualised net property income for the nine months ended 30 September 2020

    Description OUE Bayfront Property comprises:

    • OUE Bayfront, an 18-storey landmark Grade A office building with panoramic

    views of Marina Bay

    • OUE Tower, a conserved tower building

    • OUE Link, an overhead pedestrian link bridge with retail units

    Location In Singapore’s Central Business District at Collyer Quay, between the Marina Bay

    downtown and established financial hub of Raffles Place

    Title OUE Bayfront and OUE Tower:

    99-year leasehold title commencing 12 November 2007

    OUE Link:

    15-year leasehold title commencing 26 March 2010

    Building Completion 2011

    Net Lettable Area

    as at 31 December 2020

    399,846 sq ft

    Committed Occupancy

    as at 30 September 2020

    Office: 100.0%; Retail: 97.8%; Overall: 99.9%

    Net Property Income S$45.8 million(1)

    Major Tenants Bank of America Merrill Lynch, Allen & Overy LLP, Aramco Asia Singapore Pte. Ltd.

    Car Park Lots 245

  • Thank You